TLDR:
- Hyperliquid filed an S-1 with the SEC for a $1B stock offering through a Chardan Capital equity facility.
- The firm plans to sell up to 160 million shares under the agreement, pending market conditions.
- Funds raised could go toward corporate activities and potential HYPE Token purchases after merger closure.
- The company aims to list on Nasdaq under “PURR” following its combination with Sonnet BioTherapeutics.
Hyperliquid Strategies Inc. has taken its next step toward a major capital raise. The company filed an S-1 registration with the U.S. SEC to offer up to 160 million shares of common stock.
The filing outlines a plan to secure as much as $1 billion through a committed equity facility with Chardan Capital Markets. The funds are expected to support general operations and possible HYPE Token acquisitions.
The move positions Hyperliquid for expansion following its pending merger with Sonnet BioTherapeutics Holdings. Chief Executive Officer David Schamis confirmed the filing on X, stating the company will only issue shares under favorable market conditions.
Chardan Capital Deal Opens Path to $1B Crypto-Linked Funding
According to the SEC filing, Chardan Capital Markets will have the option to purchase shares from Hyperliquid through a structured equity facility. This arrangement gives the company flexibility to sell stock gradually rather than through a single issuance.
The agreement, known as the ChEF Purchase Agreement, was executed on October 22, 2025.
Hyperliquid stated that the total proceeds from Chardan could reach $1 billion, depending on share price and volume. However, the company noted it has no obligation to sell all shares. In exchange for the facility, Chardan will receive commitment and documentation fees tied to funding milestones.
The equity sale will only proceed once Hyperliquid finalizes its business combination with Sonnet BioTherapeutics and Rorschach I LLC. If that merger fails to close, the company intends to withdraw its registration.
The combined entity will be known as Hyperliquid Strategies Inc. and operate under the Nasdaq ticker symbol “PURR,” pending approval.
Proceeds May Fund Operations and HYPE Token Strategy
Hyperliquid disclosed that proceeds from the stock sale will support general corporate activities, including liquidity and digital asset initiatives.
The mention of potential HYPE Token purchases drew attention from crypto market watchers. Though details remain limited, the inclusion of digital assets in corporate spending signals the firm’s interest in expanding its blockchain footprint.
The SEC document shows Hyperliquid will be classified as an “emerging growth company” with streamlined reporting requirements. The company also emphasized that any share sales to Chardan will depend on market strength and internal capital needs.
David Schamis noted that the company holds no obligation to issue equity unless conditions align.
“We will only be selling equity if and when we believe the market conditions to be favorable,” he said in his post on X.
The company’s public listing application with Nasdaq marks another key step in its transformation.
If approved, the ticker “PURR” will represent a new phase for the merged entity’s trading debut. Investors will be watching closely as Hyperliquid transitions from merger completion to capital market execution.
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